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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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TUESDAY MORNING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2398532
(State of incorporation (IRS Employer
or organization) Identification Number)
14621 Inwood Road
Addison, Texas 75001
(Address of principal executive office) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None.
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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For a description of the Registrant's Common Stock, $.01 par value, see
"Description of Capital Stock" contained in the Prospectus which forms a part of
the Registrant's Registration Statement on Form S-1, Registration No. 333-74365,
originally filed with the Securities and Exchange Commission on March 12, 1999
under the Securities Act of 1933, as amended, including all amendments to such
Registration Statement. Such description in the Registration Statement and in
the final form of Prospectus to be filed pursuant to Rule 424(b) is incorporated
herein by this reference.
Item 2. Exhibits.
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1.1 - Specimen Common Stock Certificate (filed herewith)
3.1 - Certificate of Incorporation of the Company (1)
3.2 - Certificate of Designation of the Company (1)
3.3 - Certificate of Amendment to Certificate of Incorporation (2)
3.4 - By-Laws of the Company (1)
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(1) Filed as an exhibit to the Registration Statement on Form S-4 (File No.
333-46017) and incorporated herein by reference.
(2) Filed as an exhibit to the Registration Statement on Form S-1 (File No.
333-74365) and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
TUESDAY MORNING CORPORATION
By: /s/ Duane A. Huesers
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Duane A. Huesers
Vice President
Date: April 21, 1999
3
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INDEX OF EXHIBITS
No. Description
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1.1 Specimen Common Stock Certificate ( filed herewith)
3.1 - Certificate of Incorporation of the Company (1)
3.2 - Certificate of Designation of the Company (1)
3.3 - Certificate of Amendment to Certificate of Incorporation (2)
3.4 - By-Laws of the Company (1)
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(1) Filed as an exhibit to the Registration Statement on Form S-4 (File No.
333-46017) and incorporated herein by reference.
(2) Filed as an exhibit to the Registration Statement on Form S-1 (File No.
333-74365) and incorporated herein by reference.
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EXHIBIT 1.1
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
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| NUMBER | [LOGO OF TUESDAY MORNING APPEARS HERE] | SHARES |
| | | |
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THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 899035 50 5
NEW YORK, N.Y. OR HEDGEFIELD PARK, N.J. SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES,
OF THE PAR VALUE OF ONE CENT ($0.01),
OF THE COMMON STOCK OF
TUESDAY MORNING CORPORATION
[CERTIFICATE OF STOCK APPEARS OVER PARAGRAPH BELOW]
transferable on the books of the Corporation by the holder, hereof in person, or
by duly authorized Attorney, upon surrender of this Certificate properly
endorsed. This Certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrant.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
<TABLE>
<S> <C>
Dated
[STOCK COUNTERSIGNED AND REGISTERED
/s/ Jerry M. Smith CERTIFICATE ChaseMellon Shareholder Services L.L.C.
President SEAL TRANSFER AGENT AND REGISTRAR
APPEARS
/s/ Mark E. Jarvis HERE] BY
Senior Vice President
AUTHORIZED SIGNATURE
</TABLE>
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[LOGO OF TUESDAY MORNING APPEARS HERE]
The Company will furnish upon request and without charge to each
stockholder the powers, designations, preferences and relative, participating,
optional and other special rights of each class of stock and series within a
class of stock of the Company, as well as the qualifications, limitations and
restrictions relating to those preferences and/or rights. A stockholder may make
the request to the Company or to its Transfer Agent and Registrar.
The following abbreviations when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT- ........Custodian........
(Cust) (Minor)
TEN ENT -as tenants by the entireties under Uniform Gifts to Minors
JT TEN -as joint tenants with right
of survivorship and not as Act......................
tenants in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list
For value received, ______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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|
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Please print or typewrite name and address,
including postal zip code of assignee.
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- ------------------------------------------------------------------------- Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney to transfer the said shares on the books of the within-named
Corporation with full power of substitution in the premises.
Dated:_______________________
NOTICE:
THE SIGNATURE(S) TO THIS X_______________________________________
ASSIGNMENT MUST CORRES- (SIGNATURE)
POND WITH THE NAMES(S) AS
WRITTEN ON THE FACE OF
THE CERTIFICATE IN EVERY X_______________________________________
PARTICULAR WITHOUT ALTER- (SIGNATURE)
ATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
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| THE SIGNATURE(S) SHOULD BE GUARANTEED |
| BY AN ELIGIBLE GUARANTOR INSTITUTION |
| (BANKS, STOCKBROKERS, SAVINGS AND LOAN |
| ASSOCIATIONS AND CREDIT UNIONS WITH |
| MEMBERSHIP IN AN APPROVED SIGNATURE |
| GUARANTEE MEDALLION PROGRAM), PURSUANT |
| TO S.E.C. RULE 17Ac-15. |
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| SIGNATURE(S) GUARANTEED BY: |
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